0001144204-11-008795 Sample Contracts

SPONSOR WARRANTS PURCHASE AGREEMENT
Sponsor Warrants Purchase Agreement • February 15th, 2011 • Global Eagle Acquisition Corp. • Delaware

THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of February 2, 2011 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Global Eagle Acquisition Corp., a Delaware corporation (the “Company”), and Global Eagle Acquisition LLC, a Delaware limited liability company (the “Purchaser”).

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GLOBAL EAGLE ACQUISITION CORP. February 2, 2011
Global Eagle Acquisition Corp. • February 15th, 2011 • California

This letter will confirm our agreement that, commencing on the date the securities of Global Eagle Acquisition Corp. (the “Company”) are first quoted on the Over-The-Counter Bulletin Board quotation system (the “Quoting Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Roscomare Ltd. shall make available to the Company, at 10900 Wilshire Blvd., Suite 1500, Los Angeles, CA 90024 (or any successor location of Roscomare Ltd.), certain office space, utilities and secretarial support as may be reasonably required by the Company. In exchange therefor, the Company shall pay Roscomare Ltd. the sum of $10,000 per month on the Quoting Dat

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 15th, 2011 • Global Eagle Acquisition Corp. • Delaware

This Securities Purchase Agreement (this “Agreement”), effective as of February 2, 2011, is made and entered into by and between Global Eagle Acquisition Corp., a Delaware corporation (the “Company”), and Global Eagle Acquisition LLC, a Delaware limited liability company (“Buyer”).

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